Statement of Changes in Beneficial Ownership (4)
November 26 2014 - 4:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ravichandran Hari K
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2. Issuer Name
and
Ticker or Trading Symbol
Endurance International Group Holdings, Inc.
[
EIGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O ENDURANCE INT'L GROUP HOLDINGS, INC., 10 CORPORATE DRIVE, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/26/2014
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(Street)
BURLINGTON, MA 01803
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/26/2014
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S
(1)
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942172
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D
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$13.92
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4866844
(2)
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D
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Common Stock
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1767747
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I
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By the Ravichandran Family LLC
(3)
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Common Stock
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217309
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I
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By The 2013 Ravichandran Family GST Trust
(4)
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Common Stock
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226122
(5)
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I
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By The Hari Ravichandran 2013 Grantor Retained Annuity Trust
(6)
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Common Stock
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461228
(7)
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I
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By The HKR 2014 Grantor Retained Annuity Trust
(8)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The sale transaction reported on this Form 4 was effected as a part of an underwritten public offering of common stock by Endurance International Group Holdings, Inc. with the Reporting Person as a selling stockholder in the offering.
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(
2)
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On October 6, 2014, the Reporting Person received a distribution of 235,106 shares of common stock of Endurance International Group Holdings, Inc. from The Hari Ravichandran 2013 Grantor Retained Annuity Trust without consideration therefor. On October 6, 2014, the Reporting Person transferred 461,228 shares of common stock of Endurance International Group Holdings, Inc. to The HKR 2014 Grantor Retained Annuity Trust without consideration therefor. There were no changes in the Reporting Person's beneficial ownership as a result of this distribution and transfer.
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(
3)
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The Ravichandran Family LLC is a family limited liability company of which Mr. Ravichandran's wife is the manager. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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(
4)
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Mr. Ravichandran is the grantor of The 2013 Ravichandran Family GST Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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(
5)
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On October 6, 2014,The Hari Ravichandran 2013 Grantor Retained Annuity Trust distributed 235,106 shares of the common stock of Endurance International Group Holdings, Inc. to the Reporting Person without consideration therefor. There were no changes in the Reporting Person's beneficial ownership as a result of this distribution.
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(
6)
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Mr. Ravichandran is the grantor and trustee of The Hari Ravichandran 2013 Grantor Retained Annuity Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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(
7)
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On October 6, 2014, the Reporting Person transferred 461,228 shares of common stock of Endurance International Group Holdings, Inc. to The HKR 2014 Grantor Retained Annuity Trust without consideration therefor. There were no changes in the Reporting Person's beneficial ownership as a result of this transfer.
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(
8)
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Mr. Ravichandran is the grantor and trustee of The HKR 2014 Grantor Retained Annuity Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ravichandran Hari K
C/O ENDURANCE INT'L GROUP HOLDINGS, INC.
10 CORPORATE DRIVE, SUITE 300
BURLINGTON, MA 01803
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X
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President and CEO
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Signatures
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/s/ Jill A. DiGiovanni, attorney-in-fact
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11/26/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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